Notice of Annual General Meeting

Please be informed that the Annual General Meeting (AGM) of Scandinavian Clinical Nutrition i Sverige AB (publ) (”the Company”) will be held on

Thursday, May 22, 2008 at 17.00 at Strandvägen 7A, Stockholm, Sweden

Attendance at the Annual General Meeting
A shareholder wishing to attend the AGM needs to be listed as shareholder in a printed or otherwise presented version of the complete Share Register of the company depicting the conditions on Friday, May 16, 2008, and to register his or her intention to attend the meeting with the Company by mail, fax or e-mail no later than 16.00 on Friday, May 16, 2008 (attendance form and proxy form attached).

Shareholders whose shares are registered with a trustee must temporarily see to that the shares are registered with the Swedish VPC in his or her own name (so called temporary voting registration) to be entitled to attend the AGM. Such registration (which normally takes a few days), needs to be effected no later than Friday, May 16, 2008, and should therefore be requested from the trustee well in advance.

The above also applies for shareholders with holdings registered in the Norwegian VPS. Such shareholders will receive a special notice from DnB NOR, and need to submit a request for temporary voting registration well in advance of May 16 in order to be entitled to attend the AGM.
Notice of attendance at the AGM
Any shareholder wishing to attend the AGM is kindly asked to fill out and send the attached form by mail or fax to the Company no later than at 16.00 on Friday, May 16, 2008. It is also possible to send the details via e-mail.

Shareholders wishing to attend the AGM by way of proxy are asked to fill out and send the attached form to the Company, with all necessary documentation attached. The proxy form is also available on the Company’s website www.scnutrition.com, and will be sent free of charge to shareholders who so request and state their postal address or e-mail.

Address: Scandinavian Clinical Nutrition AB
Strandvägen 7A
114 56 Stockholm
SWEDEN
Fax: +46 8 660 65 89
E-mail: info@scnutrition.com

Assistance
Shareholders who intend to bring one or two assistants to the AGM shall notify this to the Company as stated above.

Number of shares and votes
The shares and votes in the Company are 14,790,724.
Proposed agenda
The Board proposes that the AGM follow the order outlined below as its agenda:
1. Opening of the AGM and election of a Chairperson
2. Preparation and approval of the voting list
3. Election of one or two persons to verify the minutes
4. Examination and determination that the meeting has been properly convened
5. Approval of the agenda
6. Presentation of the Annual Report and auditor’s report as well as the consolidated financial accounts and consolidated auditor’s report
7. Decisions concerning
a) the adoption of the income statement and balance sheet and the consolidated statement of operations and consolidated balance sheet
b) dispositions of the Company’s profit/loss in accordance with the adopted balance sheet
c) the discharge from liability of the Members of the Board of Directors and the Chief Executive Officer
8. Determination of the number of Directors and (when appropriate) deputy Directors as well as auditors and (when appropriate) deputy auditors
9. Determination of the compensation for the Board of Directors and the auditor
10. Election of Directors and (when appropriate) deputy Directors as well as auditors and (when appropriate) deputy auditors
11. Decision regarding authorization for the Board to increase the share capital through issuances of shares, subscription options and convertible debentures
12. Decision regarding authorization for the Board to decide to purchase the Company’s own shares
13. Decision on remuneration principles for the senior executives
14. Closing of the AGM

Proposed decisions
Item 1
The Board proposes that attorney Johan Hessius is elected as Chairperson for the AGM.

Item 7 b)
The Board and the CEO propose that the net loss for the year, SEK -32,161,307, is deducted from Share premium reserve and that profit from last year, SEK 566,666 is carried forward. The Company does not propose any dividends to be paid.

Item 9
The Board proposes that the remuneration to Directors not employed by the Company is set to SEK 100,000 per year and that the remuneration for the Chairman is set to SEK 200,000 per year.

The Board proposes that remuneration to the auditor is paid in accordance with an invoice agreed upon.

Item 10
The Board intends to publish its proposal for a new Board on May 8, 2008. The Company intends to follow the Swedish Code for Corporate Governance from July 1, 2008 onwards, and will then consider establishing a nomination committee and also the model for evaluating and presenting a new Board.

The Board proposes that Ernst & Young is re-elected as auditor until the next AGM.

Item 11
The Board of Directors proposes that the AGM 2008 authorizes the Board, on one or more occasions until the next AGM, with or without right of priority for the current shareholders, to increase the share capital of the Company with a maximum of SEK 600,000 allotted on a maximum of 6,000,000 shares in the Company through issue of new shares, convertible debentures or warrants with or without provision of contribution or set-off.

Item 12
The Board of Directors proposes that the AGM 2008 authorizes the Board, on one or more occasions until the next AGM, to purchase the Company's own shares according to the following. Purchase of own shares can be done on NGM Equity or Oslo Axess. The maximum number of shares purchased can not exceed a holding of the Company of its own shares that exceeds 10 percent of the total number of shares in the Company. The shares will be purchased at a price formed during public trading (within minimum and maximum price) of the Company’s shares on the exchange at any relevant purchase situation. The reason for the proposal is to provide the Board with an opportunity to adjust the capital structure of the Company based on its capital needs, as applicable from time to time, to use own shares as consideration in case of potential acquisitions of companies or assets or to use own shares for delivery under terms set out in any employee stock option program.

A resolution to transfer shares as deliveries under a stock option program shall be made by a General Meeting.

Item 13
The Board has decided to propose the following remuneration policy for senior executives to the AGM 2008.

Remuneration policy
The objective of the guidelines is to ensure that SCN can attract, motivate and retain senior executives, in relation to the company’s international competitors. The remuneration shall be based on conditions that are market competitive and at the same time support the shareholders’ interests.

Remuneration to senior executives shall consist of a combination of fixed and variable salary, the possibility of participation in option programs and pension plans. These components shall create a well balanced remuneration reflecting individual performance and responsibility both short term and long term as well as SCN’s overall performance.

Preparations and decision by the Board
The Board decides upon salary and other terms for senior executives after proposal from the CEO.

Fixed salary
The senior executives’ fixed salaries shall be competitive and based on the individual executive’s responsibilities and performance.

Variable salary
The senior executives may receive variable remuneration in addition to fixed salaries. The contracted variable remuneration will generally not exceed a maximum of 60 percent of the fixed annual salary for employees. The variable remuneration shall be based on the performance of the senior executives in relation to established goals and targets.

The Board is to evaluate on a yearly basis whether to propose share related incentive programs to the Annual General Meeting.

Other benefits
SCN provides other benefits to senior executives in accordance with local practice. Other benefits can include for example subscription of a daily newspaper or healthcare. The senior executives are protected by the same liability insurance as the Members of the Board.

Pension
The senior executives shall be entitled to pension commitments based on those that are customary in the country in which they are employed in accordance with the company’s insurance policy.

Notice of termination and severance pay
If SCN terminates the employment of a senior executive, salary payments will continue to be paid during the contractual notice period for a maximum of 12 months. There is no standard severance pay in addition to the notice periods.

Deviations
In special circumstances, the Board of Directors may deviate from the above guidelines, for example additional variable remuneration in case of exceptional performance. In such a case the Board of Directors is obligated to give account for the reason for the deviation on the following Annual General Meeting.
Miscellaneous
The decision on items 11-12 above needs support by shareholders representing at least two thirds of both the votes casted and the shares represented at the Meeting.

The complete proposals of the Board and the Annual Report for 2008 have been sent to all shareholders of known address on April 22, 2008, and both proposals and Annual Report can also be found at the Company and on the Company’s website www.scnutrition.com at the latest on May, 8, 2008 and will also be sent free of charge to shareholders who so request and state their postal address.


Stockholm in April 2008

The Board of Directors
Scandinavian Clinical Nutrition i Sverige AB (publ)